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                                                                 Exhibit 10(iii)


                         MANAGEMENT CONTINUITY AGREEMENT

         This  Agreement  ("Agreement"),  dated as of  ___________,  ______,  is
between F&M National  Corporation,  a Virginia corporation (the "Company"),  and
_________________ (the "Executive") and provides as follows.

         1.       Purpose

                  The Company  recognizes  that the  possibility  of a Change in
Control  exists,  and the  uncertainty  and  questions  that it may raise  among
management may result in the departure or distraction of management personnel to
the detriment of the Company and its shareholders.  Accordingly,  the purpose of
this  Agreement is to encourage  the  Executive to continue  employment  after a
Change in Control by providing  reasonable  employment security to the Executive
and  to  recognize  the  prior  service  of the  Executive  in  the  event  of a
termination of employment under certain circumstances after a Change in Control.

         2.       Term of the Agreement

                  This Agreement is effective September 30, 1999 and will expire
on December 31, 2002;  provided  that on December 31, 2000 and on each  December
31st thereafter  (each such December 31st is referred to as the "Renewal Date"),
this Agreement will be automatically extended for an additional calendar year so
as to terminate  three years from such Renewal Date.  This  Agreement  will not,
however,  be extended if the Company gives written notice of such non-renewal to
the  Executive no later than  September 30 before the Renewal Date (the original
and any extended term of this Agreement is referred to as the "Change in Control
Period").

         3.       Employment after a Change in Control

                  If a Change in Control of the  Company  (as defined in Section
13) occurs during the Change in Control  Period and the Executive is employed by
the  Company on the date the Change in Control  occurs  (the  "Change in Control
Date"), the Company will continue to employ the Executive in accordance with the
terms and conditions of this Agreement for the period beginning on the Change in
Control Date and ending on the third  anniversary of such date (the  "Employment
Period").  If a Change in Control occurs on account of a series of transactions,
the Change in Control Date is the date of the last of such transactions.

         4.       Terms of Employment

                  (a) Position and Duties. During the Employment Period, (i) the
Executive's  position,  authority,  duties and responsibilities will be at least
commensurate in all material  respects with the most  significant of those held,
<PAGE>

exercised  and  assigned  at any  time  during  the  90-day  period  immediately
preceding the Change in Control Date and (ii) the  Executive's  services will be
performed at the location where the Executive was employed immediately preceding
the Change in Control Date or any office that is the headquarters of the Company
and is less than 35 miles from such location.

                  (b)      Compensation.

          (i) Base Salary.  During the  Employment  Period,  the Executive  will
receive an annual base salary (the "Annual  Base  Salary") at least equal to the
base salary paid or payable to the  Executive by the Company and its  affiliated
companies  for the  twelve-month  period  immediately  preceding  the  Change of
Control  Date.  During the  Employment  Period,  the Annual  Base Salary will be
reviewed at least  annually  and will be  increased at any time and from time to
time as will be substantially consistent with increases in base salary generally
awarded in the  ordinary  course of  business  to other peer  executives  of the
Company and its  affiliated  companies.  Any  increase in the Annual Base Salary
will not serve to limit or reduce any other  obligation to the  Executive  under
this  Agreement.  The Annual  Base  Salary  will not be  reduced  after any such
increase,  and the term Annual Base Salary as used in this  Agreement will refer
to the Annual  Base  Salary as so  increased.  The term  "affiliated  companies"
includes any company controlled by, controlling or under common control with the
Company.

          (ii)  Annual  Bonus.  In  addition  to the  Annual  Base  Salary,  the
Executive will be awarded for each year ending during the  Employment  Period an
annual bonus (the "Annual  Bonus") in cash at least equal to the highest  annual
bonus paid or payable,  including by reason of any  deferral,  for the two years
immediately  preceding the year in which the Change in Control Date occurs. Each
such  Annual  Bonus will be paid no later than the end of the third month of the
year next following the year for which the Annual Bonus is awarded.

          (iii) Incentive,  Savings and Retirement Plans.  During the Employment
Period,  the  Executive  will  be  entitled  to  participate  in  all  incentive
(including stock incentive),  savings and retirement,  insurance plans, policies
and programs  applicable  generally to other peer  executives of the Company and
its affiliated companies, but in no event will such plans, policies and programs
provide the Executive with incentive  opportunities,  savings  opportunities and
retirement  benefit  opportunities,   in  each  case,  less  favorable,  in  the
aggregate,  than those provided by the Company and its affiliated  companies for
the Executive  under such plans,  policies and programs as in effect at any time
during the six months immediately preceding the Change in Control Date.

          (iv)  Welfare  Benefit  Plans.   During  the  Employment  Period,  the
Executive  and/or the Executive's  family,  as the case may be, will be eligible
for  participation in and will receive all benefits under welfare benefit plans,
policies and programs  provided by the Company and its  affiliated  companies to
the extent applicable  generally to other peer executives of the Company and its


                                      -2-
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affiliated  companies,  but in no event will such plans,  policies  and programs
provide the Executive with benefits that are less  favorable,  in the aggregate,
than the most  favorable  of such plans,  policies and programs in effect at any
time during the six months immediately preceding the Change in Control Date.

          (v) Fringe Benefits.  During the Employment Period, the Executive will
be entitled to fringe  benefits in  accordance  with the most  favorable  plans,
policies and programs of the Company and its affiliated  companies in effect for
the Executive at any time during the six months immediately preceding the Change
in Control Date or, if more favorable to the Executive,  as in effect  generally
from time to time after the Change in  Control  Date with  respect to other peer
executives of the Company and its affiliated companies.

          (vi)  Vacation.  During the Employment  Period,  the Executive will be
entitled to paid vacation in accordance with the most favorable plans,  policies
and  programs  of the  Company and its  affiliated  companies  in effect for the
Executive at any time during the six months immediately  preceding the Change in
Control Date or, if more favorable to the Executive, as in effect generally from
time to time  after  the  Change in  Control  Date with  respect  to other  peer
executives of the Company and its affiliated companies.

         5.       Termination of Employment Following Change in Control

                  (a)  Death or  Disability.  The  Executive's  employment  will
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred  during  the  Employment  Period,  it  may  terminate  the  Executive's
employment.  For purposes of this Agreement,  "Disability" means the Executive's
inability  to perform  his duties  with the Company on a full time basis for 180
consecutive days or a total of at least 240 days in any twelve month period as a
result of the  Executive's  incapacity  due to  physical  or mental  illness (as
determined by an independent physician selected by the Board).

                  (b)  Cause.   The  Company  may  terminate   the   Executive's
employment  during  the  Employment  Period  for  Cause.  For  purposes  of this
Agreement,  "Cause"  means (i) gross  incompetence,  gross  negligence,  willful
misconduct in office or breach of a material  fiduciary duty owed to the Company
or any  affiliated  company;  (ii)  conviction  of a felony  or a crime of moral
turpitude  (or a plea of nolo  contendere  thereto) or  commission  of an act of
embezzlement or fraud against the Company or any affiliated  company;  (iii) any
material  breach  by  the  Executive  of a  material  term  of  this  Agreement,
including, without limitation, material failure to perform a substantial portion
of his duties and responsibilities  hereunder;  or (iv) deliberate dishonesty of
the Executive with respect to the Company or any affiliated company.

                                      -3-
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                  (c) Good Reason; Window Period. The Executive's employment may
be terminated (i) during the Employment  Period by the Executive for Good Reason
or (ii)  during the Window  Period by the  Executive  without  any  reason.  For
purposes  of this  Agreement,  the  "Window  Period"  means  the  90-day  period
beginning on the later of the one-year anniversary of the Change in Control Date
or the date of  closing  of the  corporate  transaction  that is the  subject of
shareholder  approval  in Section  13. For  purposes  of this  Agreement,  "Good
Reason" means:

                    (i) a  material  reduction  in  the  Executive's  duties  or
authority;

                    (ii) a material  adverse change in the  Executive's  overall
working environment;

                    (iii) a failure  by the  Company  to comply  with any of the
provisions of Section 4(b);

                    (iv) the  Company's  requiring  the Executive to be based at
any office or location other than that described in Section 4(a)(ii);

                    (v) the  failure by the  Company to comply  with and satisfy
Section 7(b);

                    (vi) the  Executive is directed by the Board of Directors or
an officer of the Company or any affiliated company to engage in conduct that is
unethical, illegal or contrary to the Company's good business practices; or

                    (vii) the Company  fails to honor any term or  provision  of
this Agreement;

Any good faith  determination  of Good  Reason  made by the  Executive  shall be
conclusive.

                  (d)  Notice  of  Termination.   Any  termination   during  the
Employment  Period by the Company or by the  Executive for Good Reason or during
the Window Period shall be  communicated by written Notice of Termination to the
other party hereto.  For purposes of this  Agreement,  a "Notice of Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this Agreement relied upon.

                  (e) Date of Termination.  "Date of  Termination"  means (i) if
the  Executive's  employment is  terminated by the Company for Cause,  or by the
Executive  during the Window  Period or for Good Reason,  the date of receipt of
the Notice of Termination or any later date specified  therein,  as the case may
be, (ii) if the  Executive's  employment is terminated by the Company other than
for Cause or Disability,  the date specified in the Notice of Termination (which
shall not be less  than 30 nor more  than 60 days  from the date such  Notice of
Termination is given), and (iii) if the Executive's employment is terminated for

                                      -4-
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Disability,  30 days after Notice of  Termination  is given,  provided  that the
Executive  shall not have  returned to the full-time  performance  of his duties
during such 30-day period.

         6.       Compensation Upon Termination

     (a)  Termination  Without Cause or for Good Reason or During Window Period.
The  Executive  will be  entitled  to the  following  benefits  if,  during  the
Employment  Period,  the Company  terminates his employment without Cause or the
Executive  terminates his employment with the Company or any affiliated  company
for Good Reason or during the Window Period.

          (i) Accrued  Obligations.  The Accrued Obligations are the sum of: (1)
the  Executive's  Annual Base Salary through the Date of Termination at the rate
in effect  just  prior to the time a Notice  of  Termination  is given;  (2) the
amount, if any, of any incentive or bonus compensation  theretofore earned which
has not yet been paid;  (3) the  product of the  Annual  Bonus paid or  payable,
including  by reason of deferral,  for the most  recently  completed  year and a
fraction,  the  numerator  of which is the  number of days in the  current  year
through the Date of Termination and the denominator of which is 365; and (4) any
benefits or awards (including both the cash and stock components) which pursuant
to the terms of any  plans,  policies  or  programs  have been  earned or become
payable,  but which have not yet been paid to the  Executive  (but not including
amounts that  previously  had been deferred at the  Executive's  request,  which
amounts will be paid in accordance  with the Executive's  existing  directions).
The Accrued Obligations will be paid to the Executive in a lump sum cash payment
within ten days after the Date of Termination;

          (ii) Salary Continuance  Benefit. The Salary Continuance Benefit is an
amount equal to 2.99 times the Executive's Final  Compensation.  For purposes of
this Agreement,  "Final  Compensation" means the Annual Base Salary in effect at
the Date of  Termination,  plus the highest Annual Bonus paid or payable for the
two most recently  completed  years and any amount  contributed by the Executive
during the most recently completed year pursuant to a salary reduction agreement
or any other program that provides for pre-tax salary reductions or compensation
deferrals.  The Salary  Continuance  Benefit will be paid to the  Executive in a
lump sum cash  payment  not  later  than  the  45th  day  following  the Date of
Termination;

          (iii) Welfare Continuance Benefit. For 36 months following the Date of
Termination,  the Executive and his dependents will continue to be covered under
all health and dental plans,  disability  plans,  life  insurance  plans and all
other  welfare  benefit  plans (as defined in Section  3(1) of ERISA)  ("Welfare
Plans") in which the Executive or his dependents were participating  immediately
prior  to the Date of  Termination  (the  "Welfare  Continuance  Benefit").  The
Company will pay all or a portion of the cost of the Welfare Continuance Benefit
for the Executive and his  dependents  under the Welfare Plans on the same basis
as applicable,  from time to time, to active employees covered under the Welfare
Plans and the Executive will pay any additional  costs. If  participation in any
one or more of the Welfare Plans included in the Welfare  Continuance Benefit is

                                      -5-
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not possible  under the terms of the Welfare Plan or any  provision of law would
create an adverse  tax  effect  for the  Executive  or the  Company  due to such
participation,   the  Company  will  provide  substantially  identical  benefits
directly or through an insurance arrangement. The Welfare Continuance Benefit as
to any Welfare Plan will cease if and when the Executive  has obtained  coverage
under one or more welfare  benefit plans of a subsequent  employer that provides
for equal or greater  benefits to the Executive and his dependents  with respect
to the specific  type of benefit.  The Executive or his  dependents  will become
eligible for COBRA continuation  coverage as of the date the Welfare Continuance
Benefit ceases for all health and dental benefits.

                  (b) Death. If the Executive dies during the Employment Period,
this Agreement will terminate without any further  obligation on the part of the
Company  under  this  Agreement,  other  than  for (i)  payment  of the  Accrued
Obligations and three months of the Executive's Base Salary (which shall be paid
to  the  Executive's  beneficiary  designated  in  writing  or  his  estate,  as
applicable,  in a lump sum cash  payment  within 30 days of the date of  death);
(ii) the timely payment or provision of the Welfare  Continuance  Benefit to the
Executive's  spouse and other  dependents  for 36 months  following  the date of
death;  and (iii) the  timely  payment  of all  death  and  retirement  benefits
pursuant to the terms of any plan,  policy or arrangement of the Company and its
affiliated companies.

                  (c) Disability.  If the  Executive's  employment is terminated
because  of the  Executive's  Disability  during  the  Employment  Period,  this
Agreement  will  terminate  without  any further  obligation  on the part of the
Company  under  this  Agreement,  other  than  for (i)  payment  of the  Accrued
Obligations and three months of the Executive's Base Salary (which shall be paid
to the  Executive  in a lump  sum  cash  payment  within  30 days of the Date of
Termination);  (ii) the timely  payment or provision of the Welfare  Continuance
Benefit for 36 months  following the Date of  Termination;  and (iii) the timely
payment of all disability and retirement  benefits  pursuant to the terms of any
plan, policy or arrangement of the Company and its affiliated companies.

                  (d) Cause;  Other  than for Good  Reason.  If the  Executive's
employment is terminated for Cause during the Employment Period,  this Agreement
will  terminate  without  further  obligation  to the  Executive  other than the
payment  to the  Executive  of the  Annual  Base  Salary  through  the  Date  of
Termination,  plus the amount of any  compensation  previously  deferred  by the
Executive.  If the Executive terminates employment during the Employment Period,
excluding a termination either for Good Reason or during the Window Period, this
Agreement will terminate without further  obligation to the Executive other than
for the Accrued  Obligations (which will be paid in a lump sum in cash within 30
days of the Date of  Termination)  and any other benefits to which the Executive
may be entitled pursuant to the terms of any plan, program or arrangement of the
Company and its affiliated companies.

                                      -6-
<PAGE>

                  (e) Gross-Up Payment. In the event any payment or distribution
by the Company to or for the benefit of the  Executive  (whether paid or payable
or  distributed  or  distributable  pursuant to the terms of this  Agreement  or
otherwise,  but determined  without regard to any additional  payments  required
under  this  Section  6(e)) (a  "Payment")  would be  subject  to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Code") or any
interest or penalties are incurred by the Executive  with respect to such excise
tax  (collectively,  the "Excise  Tax"),  then the Executive will be entitled to
receive an  additional  payment (a  "Gross-Up  Payment")  in an amount such that
after  payment by the  Executive  of all taxes  (including  any income taxes and
interest or  penalties  imposed  with  respect to such taxes) and the Excise Tax
imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up
Payment  equal to the Excise Tax  imposed on the  Payments.  All  determinations
required  to be made under  this  Section  6(e),  including  whether  and when a
Gross-Up  Payment is required and the amount of such Gross-Up  Payment,  will be
made by the independent  accounting firm of the Company immediately prior to the
Executive's  termination of employment  (the  "Accounting  Firm").  All fees and
expenses of the  Accounting  Firm will be borne solely by the  Company,  and any
determination  by the  Accounting  Firm will be binding upon the Company and the
Executive.  Any Gross-Up Payment,  as determined  pursuant to this Section 6(e),
will be paid by the Company to the  Executive  within ten days of the receipt of
the Accounting Firm's determination.

                    (i) If the Accounting  Firm determines that no Excise Tax is
payable by the Executive, it shall so indicate to the Executive in writing.

                    (ii) In the event there is an  under-payment of the Gross-Up
Payment due to the uncertainty in the application of Section 4999 of the Code at
the time of the initial  determination  by the Accounting Firm and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting  Firm
will determine the amount of any such  under-payment  that has occurred and such
amount  will be  promptly  paid by the  Company  to or for  the  benefit  of the
Executive.

         7.       Binding Agreement; Successors

                  (a) This  Agreement  will be  binding  upon  and  inure to the
benefit of the Executive (and his personal representative),  the Company and any
successor organization or organizations which shall succeed to substantially all
of the  business  and  property  of the  Company,  whether  by means of  merger,
consolidation,  acquisition of all or  substantially of all of the assets of the
Company or otherwise, including by operation of law.

                  (b) The Company will require any successor  (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets  of the  Company  to  assume

                                      -7-
<PAGE>

expressly and agree to perform this Agreement in the same manner and to the same
extent  that the Company  would be required to perform it if no such  succession
had taken place.

                  (c)  For  purposes  of  this  Agreement,  the  term  "Company"
includes any  subsidiaries  of the Company and any  corporation  or other entity
which  is  the  surviving  or  continuing  entity  in  respect  of  any  merger,
consolidation  or form of business  combination  in which the Company  ceases to
exist;  provided,  however, that for purposes of determining whether a Change in
Control  has  occurred  herein,  the  term  "Company"  refers  to  F&M  National
Corporation or its successors.

                  (d) This  Agreement  supersedes  and  replaces  the  Executive
Severance  Agreement dated  ________________,  or any similar agreements between
the Executive and the Company.

         8.       Fees and Expenses; Mitigation

                  (a) The Company  will pay or  reimburse  the  Executive,  on a
current basis, for all costs and expenses,  including  without  limitation court
costs  and  reasonable  attorneys'  fees,  incurred  by  the  Executive  (i)  in
contesting or disputing any termination of the Executive's employment or (ii) in
seeking to obtain or enforce any right or benefit provided by this Agreement, in
each case  regardless  of  whether or not the  Executive's  claim is upheld by a
court of  competent  jurisdiction;  provided,  however,  the  Executive  will be
required  to repay any such  amounts to the  Company to the extent  that a court
issues a final and non-appealable order setting forth the determination that the
position  taken by the  Executive was frivolous or advanced by him or her in bad
faith.

                  (b) The Executive shall not be required to mitigate the amount
of any  payment  the  Company  becomes  obligated  to make to the  Executive  in
connection with this Agreement, by seeking other employment or otherwise. Except
as specifically  provided above with respect to the Wefare Continuance  Benefit,
the amount of any payment provided for in Section 6 shall not be reduced, offset
or subject to recovery by the  Company by reason of any  compensation  earned by
the Executive as the result of employment by another  employer after the Date of
Termination, or otherwise.

         9.       No Employment Contract

                  Nothing in this  Agreement  will be  construed  as creating an
employment  contract  between the  Executive  and the Company prior to Change in
Control.


         10.      Outplacement Services

                  If the Executive is entitled to the severance  benefits  under
Section 6(a),  the Executive will be entitled to receive  complete  outplacement
services,  including job search  services,  paid by the Company up to a total of
$25,000. The services will be provided by a recognized outplacement organization

                                      -8-
<PAGE>

selected by the Executive with the approval of the Company (which  approval will
not be unreasonably withheld). The services will be provided for up to two years
after the Date of Termination.

         11.      Continuance of Welfare Benefits Upon Death

                  If the Executive dies while  receiving a Welfare  Continuation
Benefit, the Executive's spouse and other dependents will continue to be covered
under all applicable Welfare Plans during the remainder of the 36-month coverage
period.  The  Executive's  spouse and other  dependents will become eligible for
COBRA  continuation  coverage for health and dental  benefits at the end of such
36-month period.

         12.      Notice

                  Any  notices  and other  communications  provided  for by this
Agreement  will be  sufficient  if in writing and delivered in person or sent by
registered  or  certified  mail,  postage  prepaid (in which case notice will be
deemed to have been  given on the third  day  after  mailing),  or by  overnight
delivery by a reliable  overnight  courier service (in which case notice will be
deemed to have been given on the day after  delivery to such  courier  service).
Notices to the Company shall be directed to the Secretary of the Company, with a
copy  directed  to the  Chairman  of the Board of the  Company.  Notices  to the
Executive shall be directed to his last known address.

         13.      Definition of a Change in Control

                  For purposes of this Agreement, a "Change in Control" means:

                  (a) The acquisition by any Person of beneficial ownership of
20% or more of the then outstanding shares of common stock of the Company;

                  (b)  Individuals  who constitute the Board on the date of this
Agreement (the  "Incumbent  Board") cease to constitute a majority of the Board,
provided that any director  whose  nomination was approved by a vote of at least
two-thirds  of the  directors  then  comprising  the  Incumbent  Board  will  be
considered a member of the Incumbent  Board,  but excluding any such  individual
whose initial assumption of office is in connection with an actual or threatened
election  contest  relating to the election of the  directors of the Company (as
such terms are used in Rule 14a-11 promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act"));

                  (c)  Approval  by  the   shareholders  of  the  Company  of  a
reorganization,  merger,  share exchange or consolidation (a  "Reorganization"),
provided that  shareholder  approval of a  Reorganization  will not constitute a
Change in Control  if,  upon  consummation  of the  Reorganization,  each of the
following conditions is satisfied:

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<PAGE>

                    (i) more than 60% of the then  outstanding  shares of common
stock of the corporation resulting from the Reorganization is beneficially owned
by all  or  substantially  all of the  former  shareholders  of the  Company  in
substantially  the same  proportions as their  ownership  existed in the Company
immediately prior to the Reorganization;

                    (ii) no Person  beneficially  owns 20% or more of either (1)
the then  outstanding  shares of common stock of the corporation  resulting from
the transaction or (2) the combined voting power of the then outstanding  voting
securities  of such  corporation  entitled to vote  generally in the election of
directors; and

                    (iii) at least a  majority  of the  members  of the board of
directors of the corporation  resulting from the Reorganization  were members of
the  Incumbent  Board  at the time of the  execution  of the  initial  agreement
providing for the Reorganization.

                  (d) Approval by the  shareholders of the Company of a complete
liquidation or dissolution of the Company,  or of the sale or other  disposition
of all or substantially all of the assets of the Company.

                  (e)  For  purposes  of  this  Agreement,  "Person"  means  any
individual,  entity or group  (within  the  meaning of Section  13(d)(3)  of the
Exchange Act, other than any employee  benefit plan (or related trust) sponsored
or  maintained  by  the  Company  or any  affiliated  company,  and  "beneficial
ownership" has the meaning given the term in Rule 13d-3 under the Exchange Act.

         14.      Confidentiality

                  The  Executive  will  hold  in a  fiduciary  capacity  for the
benefit of the Company all secret or confidential information, knowledge or data
relating to the Company or any of its affiliated  companies and their respective
businesses,   which  was  obtained  by  the  Executive  during  the  Executive's
employment by the Company or any of its affiliated  companies and which will not
be or become public knowledge.  After termination of the Executive's  employment
with the Company,  the Executive will not,  without the prior written consent of
the Company or except as may  otherwise  be  required  by law or legal  process,
communicate or divulge any such  information,  knowledge or data to anyone other
than the  Company  and those  designated  by it. In no event  shall an  asserted
violation of the  provisions of this Section 13 constitute a basis for deferring
or  withholding  any  amounts  otherwise  payable  to the  Executive  under this
Agreement.
                                      -10-
<PAGE>

         15.      Miscellaneous

                  No  provision  of this  Agreement  may be  amended,  modified,
waived or discharged unless such amendment, modification, waiver or discharge is
agreed to in a writing  signed by the Executive and the Chairman of the Board or
President  of the  Company.  No waiver by either party hereto at any time of any
breach by the other party hereto of, or of  compliance  with,  any  condition or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. No agreements or  representations,  oral or otherwise,
express or implied,  with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement.

         16.      Governing Law

                  The validity, interpretation,  construction and performance of
this Agreement shall be governed by the laws of the Commonwealth of Virginia.

         17.      Validity

                  The  invalidity or  unenforceability  of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.


                                     -11-
<PAGE>

         IN  WITNESS  WHEREOF,  this  Agreement  has been  executed  as a sealed
instrument by F&M National  Corporation by its duly authorized  officer,  and by
the Executive, as of the date first above written.


                            F&M NATIONAL CORPORATION


                                                     By:______________________

                                                     EXECUTIVE:

                                                     _________________________


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